X0202 4/A 2007-02-08 2007-02-12 0001109448 ALLIANCEBERNSTEIN L.P. N/A 0001279325 MASTERS SETH J C/O ALLIANCEBERNSTEIN L.P. 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 1 0 0 Executive Vice President Units 2007-02-08 4 J 0 8160000 91.385 D 8160000 I By Partners On February 8, 2007, SCB Inc. ("SCB") and SCB Partners Inc. ("Partners") delivered an exercise notice to AXA Financial, Inc. ("AXA Financial") informing AXA Financial of Partners' intention to require AXA Financial (or its designee) to purchase 8,160,000 Units from Partners in accordance with the terms of a purchase agreement, dated as of June 20, 2000 ("Purchase Agreement"), among AXA Financial, AllianceBernstein and SCB. Such purchase was consummated on February 23, 2007. The purchase price for each Unit sold to AXA Financial pursuant to the Purchase Agreement was determined by averaging the closing prices of a Holding Unit as quoted on the New York Stock Exchange Composite Transaction Tape for the 10 trading days ending on the fifth trading day following February 8, 2007. As used herein, the term "Holding Units" means units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. Partners may be deemed to own beneficially and directly 8,160,000 Units. Partners is a direct, wholly-owned subsidiary of SCB. SCB, through its ownership of Partners, may be deemed to own beneficially and indirectly 8,160,000 Units. SCB disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Reporting Person, by virtue of his affiliation with SCB and Partners, may be deemed to own benefically and indirectly 8,160,000 Units. Reporting Person disclaims benefical ownership of the securities rerported herein except to the extent of his pecuniary interest therein. Adam Spilka, by pwr. att'y 2007-02-27